Common use of Term Advances Clause in Contracts

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, on or around the Closing Date, Bank agrees to make a Term Advance to Borrower in an aggregate amount of Four Million Dollars ($4,000,000). All of the initial proceeds of the Term Advance shall be used by Borrower to repay outstanding amounts owing with respect to the Investor Debt. (ii) Interest shall accrue from the date of the Term Advance at the rate specified in Section 2.3, and shall be payable monthly on the tenth day of each month so long as the Term Advance is outstanding. The Term Advance shall be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10, 2015 and continuing on the same day of each month thereafter through the Term Maturity Date, at which time all amounts owing under this Section 2.1(b) and any other amounts owing under this Agreement shall be immediately due and payable. Term Advances, once repaid, may not be reborrowed. (iii) Borrower shall have the option to prepay all or a portion of the Term Advance, provided Borrower (i) provides written notice to Bank of its election to prepay such amount of the Term Advance at least five (5) days prior to such prepayment, and (ii) pays to Bank on the date of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by Bank.

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, on or around the Closing Date, Bank agrees to make a Term Advances to Borrower in two tranches, Tranche A and Tranche B. Borrower may request, and hereby requests, that Bank make one (1) Term Advance to in an amount of $1,500,000 under Tranche A (the “Tranche A Term Advance”) on or about the Closing Date. Borrower may request that Bank make one (1) or more Term Advances in an aggregate amount of Four Million Dollars up to $1,500,000 under Tranche B ($4,000,000the “Tranche B Term Advance(s)”) at any time from the Closing Date through the Availability End Date. All of the initial The proceeds of the Term Advance Advances shall be used by Borrower to repay outstanding amounts owing with respect to the Investor Debtfor general working capital purposes. (ii) Interest shall accrue from the date of the each Term Advance at the rate specified in Section 2.32.3(a), and prior to the Interest Only End Date shall be payable monthly beginning on the tenth 20th day of the month next following such Term Advance, and SteadyMed Therapeutics, Inc. LSA continuing on the same day of each month so long as thereafter. Any Term Advances that are outstanding on the Term Advance is outstanding. The Term Advance Interest Only End Date shall be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10the 20th day of the month immediately following the Interest Only End Date, 2015 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts owing under this Section 2.1(b) due in connection with the Term Advances and any other amounts owing due under this Agreement shall be immediately due and payable. Term Advances, once repaid, may not be reborrowed. (iii) When Borrower shall have the option desires to prepay all or obtain a portion of the Term Advance, provided Borrower shall notify Bank (iwhich notice shall be irrevocable) provides written notice by facsimile transmission to Bank of its election to prepay such amount of be received no later than 3:30 p.m. Eastern time on the day on which the Term Advance at least five (5) days prior is to such prepayment, and (ii) pays to Bank on be made. Such notice shall be substantially in the date form of such prepayment Exhibit C. The notice shall be signed by an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by BankAuthorized Officer.

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, (i) on the date hereof the Lender shall advance $75,000,000 (the “Initial Term Advance” or around “Facility I”) to Borrower and (ii) from the Closing date hereof through August 21, 2020, Borrower may request advances at the sole discretion of the Lender (each, an “Additional Term Advance” and, collectively and with the Initial Term Advance, “Term Advances”), each Additional Term Advance collectively not exceeding $25,000,000. As a condition precedent to any Additional Term Advance, Borrower and Xxxxxx shall agree to such additional terms and amendments hereto as are needed to facilitate such proposed Additional Term Advance. After repayment, no Term Advance may be reborrowed. Borrower shall make interest-only payments from the date of each Term Advance through, but excluding, November 1, 2017 (the “Amortization Date”). Beginning with the payment due on the Amortization Date, Bank agrees to make a Borrower shall repay the Term Advance to Borrower Advances (i) on the first calendar day of each calendar quarter in an aggregate amount installments of Four Million Dollars principal as set forth in Schedule II hereof plus ($4,000,000)ii) monthly payments of accrued interest. All of the initial proceeds of the unpaid principal and interest on each Term Advance shall be used due on November 1, 2024 (the “Term Maturity Date”). To obtain a Term Advance, Borrower shall notify Lender by Borrower delivering to repay outstanding amounts owing with respect to Lender the Investor Debt. Payment/Advance Form attached as Exhibit B by facsimile or electronic mail in portable document format (iiPDF) Interest shall accrue from the date of the Term Advance at the rate specified in Section 2.3, and shall be payable monthly by 12:00 p.m. Pacific time on the tenth day of each month so long as Business Day before the Business Day that the Term Advance is outstandingto be made. The Each Payment/Advance Form will indicate whether such Term Advance shall is to be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10, 2015 and continuing based on the same day of each month thereafter through the Prime Rate or Index Rate. Lender will credit Term Maturity DateAdvances to Xxxxxxxx’s deposit Account with Xxxxxx, at which time all amounts owing under this as defined in Section 2.1(b) and any other amounts owing 2.2(d). Xxxxxx may make Term Advances under this Agreement shall be immediately due and payable. based on instructions from a Designated Representative or his or her designee or without instructions if the Term AdvancesAdvances are necessary to meet Obligations that have become due, once repaid, provided that Borrower may not be reborrowed. (iii) Borrower shall have use the option proceeds of any Term Advances to prepay all or a portion of the Term Advance, provided Borrower (i) provides written notice repay principal owing to Bank of its election to prepay such amount of the Term Advance at least five (5) days prior to such prepayment, and (ii) pays to Bank on the date of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amountsLender. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by Bank.USActive 37186022.14

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, (i) on the date hereof the Lender shall advance $75,000,000 (the “Initial Term Advance” or around “Facility I”) to Borrower and (ii) from the Closing date hereof through August 21, 2020, Borrower may request advances at the sole discretion of the Lender (each, an “Additional Term Advance” and, collectively and with the Initial Term Advance, “Term Advances”), each Additional Term Advance collectively not exceeding $25,000,000. As a condition precedent to any Additional Term Advance, Borrower and Lender shall agree to such additional terms and amendments hereto as are needed to facilitate such proposed Additional Term Advance. After repayment, no Term Advance may be reborrowed. Borrower shall make interest-only payments from the date of each Term Advance through, but excluding, November 1, 2017 (the “Amortization Date”). Beginning with the payment due on the Amortization Date, Bank agrees to make a Borrower shall repay the Term Advance to Borrower Advances (i) on the first calendar day of each calendar quarter in an aggregate amount installments of Four Million Dollars principal as set forth in Schedule II hereof plus ($4,000,000)ii) monthly payments of accrued interest. All of the initial proceeds of the unpaid principal and interest on each Term Advance shall be used due on November 1, 2024 (the “Term Maturity Date”). To obtain a Term Advance, Borrower shall notify Lender by Borrower delivering to repay outstanding amounts owing with respect to Lender the Investor Debt. Payment/Advance Form attached as Exhibit B by facsimile or electronic mail in portable document format (iiPDF) Interest shall accrue from the date of the Term Advance at the rate specified in Section 2.3, and shall be payable monthly by 12:00 p.m. Pacific time on the tenth day of each month so long as Business Day before the Business Day that the Term Advance is outstandingto be made. The Each Payment/Advance Form will indicate whether such Term Advance shall is to be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10, 2015 and continuing based on the same day of each month thereafter through the Prime Rate or Index Rate. Lender will credit Term Maturity DateAdvances to Borrower’s deposit Account with Lender, at which time all amounts owing under this as defined in Section 2.1(b) and any other amounts owing 2.2(d). Lender may make Term Advances under this Agreement shall be immediately due and payablebased on instructions from a Designated Representative or his or her designee or without instructions if the Term Advances are necessary to meet Obligations that have become due, provided that Borrower may not use the proceeds of any Term Advances to repay principal owing to Lender. USActive 37186022.14 Interest Rate. Term AdvancesAdvances accrue interest on the outstanding principal balance, once repaidas set forth in the applicable Payment/Advance Form, may not be reborrowed. elected by Borrower at: (iiia) Borrower shall have with respect to Advances based on the option Prime Rate, a floating per annum rate equal to prepay all or a portion the greater of the Term Advance, provided Borrower (i) provides written notice to Bank of its election to prepay such amount of the Term Advance at least five (5) days prior to such prepayment, Prime Rate minus 1.25% and (ii) pays 2.75%, or (b) with respect to Bank Term Advances based on the date of such prepayment an amount equal to Index Rate, the sum greater of (Ai) the outstanding principal of Index Rate plus 1.75% and (ii) 2.75% (the Term Advance being prepaid plus accrued and unpaid interest thereon through “Note Rate”); provided that, if the prepayment date, (B) a fee equal to 2% of the aggregate principal amount of the outstanding Term Advance being prepaid if such prepayment occurs Advances is equal to or less than $40,000,000 by the date that is three (3) years after the date hereof, then the applicable interest rate will be reduced by 0.25%. The interest rate increases or decreases when the Prime Rate or Index Rate, as applicable, changes. Interest is computed on or prior to a 360 day year for the first anniversary actual number of days elapsed. On the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoingEffective Date, Borrower shall not be required elect to pay use either the Prepayment Fee Prime Rate or Index Rate for the duration of this Agreement. If Index Rate is chosen then if the prepayment results in Borrower’s cure of its noncompliance Current Index on any Interest Change Date is different from the Current Index on the most recent Interest Change Date (or anticipated noncompliancethe Current Index on August 1, 2017), then Lender shall increase or decrease the Note Rate in accordance with this section 2.2(a) with any one or more of effective on each Interest Change Date. The new Note Rate which becomes effective on each Interest Change Date shall be equal to the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by BankCurrent Index applicable on the Interest Change Date plus 1.50% per annum, rounded upward to the nearest 0.125%, subject to section 2.2(b) below.

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, on or around including, without limitation, the Closing DateAggregate Borrowing Limit set forth in Section 0 hereof, Bank agrees to make a Term Advance Advances to Borrower in two tranches, Tranche A and Tranche B. Borrower may request that Bank make one (1) or more Term Advances in an aggregate amount of Four Million Dollars up to $1,750,000 ($4,000,000)the “Tranche A Limit”) under Tranche A (the “Tranche A Term Advance” or the “Tranche A Term Advances”) at any time on or after the Closing Date through the Availability End Date. All of the initial The proceeds of the Tranche A Term Advance Advances shall be used by Borrower first to repay outstanding amounts owing with respect any of Borrower’s obligations to Amzak Capital Management LLC, and second for general working capital purposes. Borrower may request that Bank make one (1) or more Term Advances in an aggregate amount of up to $750,000 (the Investor Debt“Tranche B Limit”) under Tranche B (the “Tranche B Term Advance” or the “Tranche B Term Advances”) at any time on or after the Tranche B Availability Start Date through the Availability End Date. The proceeds of the Tranche B Term Advances shall be used for general working capital purposes. (ii) Interest shall accrue from the date of the each Term Advance at the rate specified in Section 2.30, and prior to the Interest Only End Date shall be payable monthly beginning on the tenth last day of the month next following such Term Advance, and continuing on the last day of each month so long as thereafter. Any Term Advances that are outstanding on the Term Advance is outstanding. The Term Advance Interest Only End Date shall be payable in thirty six (36) 30 equal monthly installments of principal, plus all accrued interest, beginning on February 10the last day of the month immediately following the Interest Only End Date, 2015 and continuing on the last day of each month thereafter through the Term Loan Maturity Date. Any Term Advances that are made after the Interest Only End Date and on or before the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning one month following each such Term Advance and continuing on the same day of each month thereafter through the Term Loan Maturity Date. On the Term Loan Maturity Date, at which time all amounts owing under this Section 2.1(b) due in connection with the Term Advances and any other amounts owing due under this Agreement shall be immediately due and payable. Term Advances, once repaid, may not be reborrowed. Borrower may prepay any Term Advances at any time without penalty or premium. (iii) When Borrower shall have the option desires to prepay all or obtain a portion of the Term Advance, provided Borrower shall notify Bank (iwhich notice shall be irrevocable) provides written by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Advance is to be made. Such notice to shall be (a) substantially in the form of Exhibit C and (b) signed by an Authorized Officer. Bank of its election to prepay such will credit the amount of the Term Advance Advances made under this Section 2.1(d) to IGI Labs’ operating account at least five (5) days prior to such prepayment, and (ii) pays to Bank on the date of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by Bank.

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, on or around the Closing Date, Bank agrees to make a Term Advance Advances to Borrower in an aggregate amount of Four not to exceed the Term Line. The first Term Advance may be up to One Million Five Hundred Thousand Dollars ($4,000,0001,500,000), and may be requested at any time within ten (10) days after the Closing Date. All The second Term Advance may be up to Five Hundred Thousand Dollars ($500,000), and may be requested at any time within ten (10) days after Borrower receives at least $5,500,000 of proceeds from the initial sale or issuance of its Tranche B Series A Preferred Stock. Borrower shall use the proceeds of the Term Advance shall be Advances to purchase, or to refinance (including the replacement of cash used by the Borrower to repay outstanding amounts owing with respect to therefor) the Investor Debt.purchase, certain assets of Phylos, Inc. (ii) Interest shall accrue from the date of the each Term Advance at the rate specified in Section 2.3, and shall be payable monthly on the tenth first day of each month so long as the any Term Advance is Advances are outstanding. The Any Term Advance Advances that are outstanding on June 15, 2004, shall be payable in thirty thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10July 1, 2015 2004, and continuing on the same day of each month thereafter through the Term Maturity Date, at which time all amounts owing under this Section 2.1(b2.1(a) and any other amounts owing under this Agreement shall be immediately due and payable. Term Advances, once repaid, may not be reborrowed. Borrower may prepay any Term Advances, in whole or in part, without penalty or premium. (iii) When Borrower shall have the option desires to prepay all or a portion of the obtain an Term Advance, provided Borrower shall notify Bank (iwhich notice shall be irrevocable) provides written notice by facsimile transmission to Bank of its election to prepay such amount of be received no later than 3:30 p.m. Eastern time on the Business Day on which the Term Advance at least five (5) days prior is to such prepaymentbe made. Such notice shall be substantially in the form of Exhibit B, and (ii) pays to Bank on the date shall include evidence of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of right to purchase the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by Bankassets.

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, (i) on or around the Closing Effective Date the Lender advanced $75,000,000 (the “Initial Term Advance”) to Borrower (ii) on the First Amendment Effective Date, Bank agrees to make a the Lender shall advance $9,339,453.12 (the “Incremental Term Advance” and, collectively with the Initial Term Advance, “Facility I”) and (iii) from the First Amendment Effective Date through March 24, 2023, Borrower may request advances at the sole discretion of the Lender (each, an “Additional Term Advance” and, collectively and with the Initial Term Advance and the Incremental Term Advance, (the “Term Advances”)), each Additional Term Advance collectively not exceeding $25,000,000. As a condition precedent to any Additional Term Advance, Borrower in an aggregate amount and Lender shall agree to such additional terms and amendments hereto as are needed to facilitate such proposed Additional Term Advance. After repayment, no Term Advance may be reborrowed. Borrower shall make interest-only payments from the date of Four Million Dollars each Term Advance through, but excluding, July 1, 2020 ($4,000,000the “Amortization Date”). Beginning with the payment due on the Amortization Date, Borrower shall repay the Term Advances (i) on the first calendar day of each calendar quarter in installments of principal as set forth in Schedule II hereof plus (ii) monthly payments of accrued interest. All of the initial proceeds of the unpaid principal and interest on each Term Advance shall be used due on July 1, 2027 (the “Term Maturity Date”). To obtain a Term Advance, Borrower shall notify Lender by Borrower delivering to repay outstanding amounts owing with respect to Lender the Investor Debt. Payment/Advance Form attached as Exhibit B by facsimile or electronic mail in portable document format (iiPDF) Interest shall accrue from the date of the Term Advance at the rate specified in Section 2.3, and shall be payable monthly by 12:00 p.m. Pacific time on the tenth day of each month so long as Business Day before the Business Day that the Term Advance is outstandingto be made. The Lender will credit Term Advance shall be payable Advances to Borrower’s deposit Account with Lender, as defined in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10, 2015 and continuing on the same day of each month thereafter through the Section 2.2(d). Lender may make Term Maturity Date, at which time all amounts owing under this Section 2.1(b) and any other amounts owing Advances under this Agreement shall be immediately due and payable. Term Advances, once repaid, may not be reborrowed. (iii) Borrower shall have the option to prepay all based on instructions from a Designated Representative or a portion of his or her designee or without instructions if the Term Advance, provided Borrower (i) provides written notice Advances are necessary to Bank of its election to prepay such amount of the Term Advance at least five (5) days prior to such prepayment, and (ii) pays to Bank on the date of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other meet Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by Bankhave become due.”

Term Advances. (i) Subject to and upon the terms and conditions of this Agreement, (i) on or around the Closing Effective Date the Lender advanced $75,000,000 (the “Initial Term Advance”) to Borrower; (ii) on the First Amendment Effective Date, Bank agrees the Lender advanced $9,154,427.08 (the “Incremental Term Advance”) to make a Borrower; and (iii) on the Fourth Amendment Effective Date, the Lender advanced $92,882,812.50 (the “Second Incremental Term Advance” and, collectively with the Initial Term Advance and the Incremental Term Advance, “Facility I” or the “Term Advances”)) to Borrower in an Borrower. As of the Fifth Amendment Effective Date, the aggregate outstanding principal balance is $95,000,000. In connection with each Additional Advance, Lender shall update Schedule II to reflect a straight line amortization of all Additional Amounts as of such date; for the avoidance of doubt, such amortization shall evenly distribute the aggregate principal amount of Four Million Dollars all Additional Amounts across each of the remaining quarterly repayment dates. After repayment, no Term Advance may be reborrowed. Borrower shall make interest-only payments from the date of each Term Advance through, but excluding, July 1, 2023 ($4,000,000the “Amortization Date”). All Beginning with the payment due on the Amortization Date, Borrower shall repay the Term Advances (for avoidance of doubt, including the portion of the initial proceeds Additional Advances that do not constitute Additional Amounts) (i) on the first calendar day of each calendar quarter in installments of principal as set forth in Schedule II hereof plus (ii) monthly payments of accrued interest. Unless the notes issued and sold pursuant to a Note Purchase Agreement (the “Notes”) have been refinanced, repaid or terminated, all unpaid principal and interest on each Term Advance shall be used by Borrower to repay outstanding amounts owing with respect due on the earlier of (i) the date that is five (5) Business Days prior to the Investor Debt. earlier of the date the Notes (a) mature, (b) are repaid pursuant to Section 8.8 of the Initial Note Purchase Agreement or the corresponding provision of any Subsequent Note Purchase Agreement, or (c) are redeemed pursuant to Section 8.2 of the Initial Note Purchase Agreement or the corresponding provision of any Subsequent Note Purchase Agreement (a “Termination Event”) or (ii) Interest July 1, 2029 (the “Term Maturity Date”). To obtain a Term Advance, Borrower shall accrue from notify Lender by delivering to Lender the date of the Term Payment/Advance at the rate specified Form attached as Exhibit B by facsimile or electronic mail in Section 2.3, and shall be payable monthly portable document format (PDF) by 12:00 p.m. Pacific time on the tenth day of each month so long as Business Day before the Business Day that the Term Advance is outstandingto be made. The Lender will credit Term Advance shall be payable Advances to the Auto Debit Account (as defined in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10, 2015 and continuing on the same day of each month thereafter through the Section 2.2(d)). Xxxxxx may make Term Maturity Date, at which time all amounts owing under this Section 2.1(b) and any other amounts owing Advances under this Agreement shall be immediately due and payable. Term Advances, once repaid, may not be reborrowed. (iii) Borrower shall have the option to prepay all based on instructions from a Designated Representative or a portion of his or her designee or without instructions if the Term Advance, provided Borrower (i) provides written notice Advances are necessary to Bank of its election to prepay such amount of the Term Advance at least five (5) days prior to such prepayment, and (ii) pays to Bank on the date of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other meet Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants set forth in Section 6.9 or if such prepayment is made using proceeds from a new Credit Extension or loan facility provided by Bankhave become due.”

Term Advances. (ia) Subject to and upon Unless otherwise specifically approved in writing by Lender, the terms and conditions of this Agreement, on or around the Closing Date, Bank agrees to make a Term Advance to Borrower in an aggregate amount of Four Million Dollars ($4,000,000). All of the initial proceeds of the Term Loan shall be used only to purchase treasury stock or, so long as the aggregate amount of Term Advances shall not exceed the aggregate amount of Borrower's purchase of treasury stock, to reimburse Borrower for prior purchases of treasury stock. (b) Lender may from time to time make Term Advances in such sums as Borrower shall request. Each such Term Advance shall be used by Borrower to repay outstanding amounts owing with respect to in the Investor Debtminimum amount of $100,000.00. (iic) Interest The Borrower shall accrue from give Lender written notice, or telephonic notice confirmed immediately in writing, of the request for any Term Advances under this Agreement, which notice (the "Notice of Term Advance") shall be received by Lender not later than 11:00 A.M. (Phoenix, Arizona local time) on the same Business Day in the case of a Prime Rate Advance, and in the case of a LIBOR Rate Term Advance not later than 2:00 p.m. (Phoenix, Arizona local time) on the second Business Day before the date of the proposed Term Advance. Each such Notice of Term Advance at shall specify: (i) the rate specified in Section 2.3date of the proposed Term Advance, (ii) the amount of such Term Advance, (iii) the Type of Term Advance, and shall be payable monthly on (iv) in the tenth day case of each month so long as a LIBOR Rate Term Advance, the Term Advance is outstandingInterest Period. The Each Notice of Term Advance shall be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on February 10, 2015 irrevocable and continuing binding on the same day of each month thereafter through -5- Borrower. Anything herein to the contrary notwithstanding, no LIBOR Rate Term Maturity Date, at which time all amounts owing under this Section 2.1(b) and any other amounts owing under this Agreement Advance shall be immediately due and payable. Term Advances, once repaid, may not be reborrowedless than $50,000.00. (iiid) Borrower shall have In the option case of any Term Advance which the related Notice of Term Advance specifies that it is to prepay all or be a portion of the LIBOR Rate Term Advance, provided the Borrower (i) provides written notice shall indemnify Lender on demand for, from, and against any loss or expense incurred by Lender as a result of any failure by Borrower to Bank fulfill on or before the date specified in such Notice of its election to prepay such amount of the Term Advance at least five (5) days prior to for such prepayment, and (ii) pays to Bank on the date of such prepayment an amount equal to the sum of (A) the outstanding principal of the Term Advance being prepaid plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to 2% of the principal amount of the Term Advance being prepaid if such prepayment occurs on or prior to the first anniversary of the Closing Date (the “Prepayment Fee”), plus (C) all other Obligations that are due and payable, including Bank Expenses and interest at the default rate with respect to any past due amounts. Notwithstanding the foregoing, Borrower shall not be required to pay the Prepayment Fee if the prepayment results in Borrower’s cure of its noncompliance (or anticipated noncompliance) with any one or more of the financial covenants applicable conditions set forth in Section 6.9 4.2, including, without limitation, any loss, including, other losses, costs, and expenses incurred by Lender by reason of liquidation or if reemployment of deposits or other funds acquired by Lender to fund the LIBOR Rate Term Advance to be made by Lender when such prepayment LIBOR Rate Term Advance, as a result of such failure, is not made using proceeds from a new Credit Extension or loan facility provided by Bankon such date.